End User Software License Subscription Agreement

Software Product: Virtual Goalie Training System

IMPORTANT � READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND Reaction VR Sports, Inc. FOR THE SOFTWARE PRODUCT IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER SOFTWARE AND RELATED DOCUMENTATION. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. SOFTWARE IS PROVIDED WITH A FULL USE THIRTY (30) DAY EVALUATION PERIOD, NO REFUND WILL BE ALLOWED AFTER PURCHASE. NO REFUND WILL BE ALLOWED ON MEDIA ORDERED FOR EVALUATION OR USE.

Reaction VR Sports, Inc., a Georgia corporation, USA (�NDG�) hereby grants to you a non-exclusive license (a �License�) to use the software product identified above (the �Software�) and the accompanying printed material and User Manual (the �Documentation�), if any, on the terms set forth below.

1. Grant of License Agreement. This License grants you the following rights.

• SOFTWARE. Except as set forth below, a single end user may use the Software.
• DOCUMENTATION. The documentation that accompanies the Software is licensed for non-commercial reference purposes only.
• No Transfer to Third Party. You may not transfer, including by way of indirect transfer, such as a consignment, the Software or Software License to any other end user.

2. Description of other rights and limitations

• REVERSE ENGINEERING. You may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or any portion thereof.
• COPYING. You may not copy the Software or Documentation except as specifically provided for by this Agreement.
• SEPARATION OF COMPONENTS. The Software is licensed as a single product. You may NOT separate the Software�s component parts for use on more than one computer.
• RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend, or provide commercial services with the Software or Documentation.
• PROPRIETARY NOTICES. You may not remove any proprietary notices, labels or marks on the Software or Documentation.
• UPGRADES. You may use the Software only in conjunction with the upgraded product or you must destroy the upgraded product. To use Software identified as an upgrade, you must first be licensed for the software identified by NDG as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software. If the Software is an upgrade from an earlier version, this upgrade License will supersede any previous License.
• AUTOMATIC UPDATE FEATURE I MODIFICATION OF THIS END USER SOFTWARE LICENSE SUBSCRIPTION AGREEMENT (EUSLSA) AS TO SOFTWARE. From time to time, NDG or third parties may automatically update or otherwise modify the Software, for example, but not limited to, for purposes of error correction, improvement of features, and enhancement of security features. Such updates or modifications may change or delete the nature of features or other aspects of the Software, including features you may rely upon. You hereby agree that such activities may occur at NDG�s sole discretion.  NDG may add to, change, or remove any part, term, or condition of the EUSLSA as it applies to the Software at any time without prior notice to you. By continuing to access the software or service, you are indicating your acceptance thereto. NDG may take any legal and technical remedies to prevent violation of and/or to enforce this EUSLSA, including, without limitation, immediate termination of your access to the software or Services, if NDG believes in its discretion that you are violating this EUSLSA.
• ADDITIONAL SOFTWARE/SERVICES. This license applies to updates, supplements, add-on components, or Internet-based services components of the Software that NDG may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. NDG reserves the right to discontinue Internet-based services, supplements, or add-on components provided to you or made available to you through the use of the Software.
• USE OF NAME. You may not use Virtual Goalie�s and or NDG�s or Virtual Goalie�s and/or NDG�s suppliers name, logo, or trademarks in any manner including, without limitation, in your advertising or marketing materials without its consent except as is necessary to affix appropriate copyright notices as required herein.

3. Mandatory Activation

THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You may not be able to exercise your rights to the Software under this EUSLSA for the period of thirty (30) days after the Software is first installed or run unless you activate your copy of the Software in the manner described during the installation sequence. Activation does not collect any personal information, but it does collect the Serial Number of the Software and identification information of the Software and/or computer hardware on which the Software is being installed. If you are not using a licensed copy of the Software, you are not allowed to install and/or run the Software or future Software updates.

4. Title

Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in NDG and/or its suppliers. The copyright laws of the United States and international copyright treaties protect the Software and Documentation.

5. Termination

This License is in effect until terminated and will terminate automatically if you fail to comply with the limitations described herein. This License is valid for the period of one month, 3 months, 6 months or 1 year from the date you subscribe to the Software, depending on the subscription license you purchase.   If this EUSLSA Agreement is not renewed and paid for by you prior to the anniversary date thereof, the License will terminate automatically. If this License Agreement is not renewed on or before its anniversary date, then additions and changes to the Software database can not be made, and the information stored in the Software data will be accessible in a �read only� in mobile apps, and only in such mode. Furthermore users of NDG's Virtual Goalie virtual reality software will forfeit all functionality.

6. Expiration of rights

Your rights to the Software set forth in Section 1 shall automatically expire if at any time you (a) are no longer the primary user of a licensed copy of the Software with a valid current update subscription; or (b) install any other version of the Software that is subject to a License. In either such event, you must cease use of the Software, uninstall it from the computer or device on which you installed it and destroy all copies of the Software and all of its component parts.

7. Consent to use of Data

You agree that NDG and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. NDG may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.

You agree that NDG and its affiliates may collect and use performance data gathered as part of product use.� NDG may use this information only in a de-identified manner to determine and publish product effectiveness.

8. Export Restrictions

THIS END-USER LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT OF THE SOFTWARE FROM THE UNITED STATES OF AMERICA AND/OR INFORMATION ABOUT SUCH SOFTWARE THAT MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. You agree to comply with all national and international laws that apply to the Software, including, but not limited to, the United States Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States and other governments. You shall not use or otherwise export or re-export the Software except as authorized by United States laws, regulations, and orders and the laws of the jurisdictions in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported: a) into (or to a national or resident of) any U.S. embargoed countries or b) in violation of any U.S. Department of Commerce Export Administration Regulations. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or otherwise prohibited from lawfully using the Software.

9. Miscellaneous

This Agreement represents the complete agreement concerning this license between parties and supersedes all prior agreements and representations between them. The Agreement may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, for any reason, such provision shall be reformed to the extent necessary to make it excluded, and enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. The Agreement shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed within New York, except as governed by Federal law.

10. Limited Warranty

NDG warrants that the media containing the Software, if provided by NDG, is free from material defects in material and workmanship and will remain so for thirty (30) days from the date you acquired the Media. NDG�s sole liability, and your sole remedy, for any breach of this warranty shall be, in NDG�s sole discretion: (i) to replace your defective media; or (ii) if the above remedy is impracticable, to refund the License fee you paid for the Software. Replaced Media and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to you of the replaced Media. Only if you inform NDG of your problem with the Media during the applicable warranty period and provide evidence of the date you acquired the Media will NDG be obligated to honor this warranty.  THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY NDG.  NDG MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGMENT OF THIRD PARTY RIGHTS. THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO NDG AGENT OR SALES REPRESENTATIVE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the media is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of the hardware and software with which the Software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.

11.  LINKS TO THIRD PARTY SITES.

NDG is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services.  NDG may provide these links and access to third-party sites and services to you as a convenience only, and the inclusion of any link or access provided by NDG does not imply an endorsement by NDG of the third-party site or service.

12.  Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL NDG OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, OR MALFUNCTION, OR ANY AND ALL COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF NDG�S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF ARCHIVE POWER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY . THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.